-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jx9z6mS6obSFansoo+pUZeZiuyTZ3Np7jqhFHWFXOwE41HA33tXGjWeewwPyA7QE Lle9CJMXtxcxLyca2e37xw== 0001157523-03-001015.txt : 20030414 0001157523-03-001015.hdr.sgml : 20030414 20030414121309 ACCESSION NUMBER: 0001157523-03-001015 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 03648144 BUSINESS ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9047321000 MAIL ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K/A 1 a4374562.txt KOGER EQUITY 8-K/A SECURITIES and EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2002 KOGER EQUITY, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-9997 59-2898045 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 225 NE Mizner Boulevard, Suite 200 Boca Raton, Florida 33432 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (561) 395-9666 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 433 Plaza Real, Suite 335, Boca Raton, Florida 33432 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Koger Equity, Inc. (the "Company") is amending its Form 8-K/A filed on February 19, 2003, to include an unaudited condensed statement of operations for the Lakes on Post Oak for the eleven months ended November 30, 2002. This information was only recently obtained from the sellers of the Lakes on Post Oak and was not a basis for determining its purchase price (see Item 2). The Company previously amended its Form 8-K filed on December 17, 2002, to include (i) a Statement of Revenues and Certain Expenses for The Lakes on Post Oak for the year ended December 31, 2001 as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission and (ii) unaudited pro forma financial statements including (a) the Company's pro forma balance sheet as of December 31, 2001, as if the acquisition of The Lakes on Post Oak occurred on December 31, 2001, (b) the Company's pro forma statement of operations for the year ended December 31, 2001, as if the acquisition of The Lakes on Post Oak occurred on January 1, 2001, and (c) a pro forma statement of estimated taxable operating results and estimated cash to be made available by operations of the Company for the year ended December 31, 2001, as if the acquisition of The Lakes on Post Oak occurred on January 1, 2001. Item 2. Acquisition or Disposition of Assets. On December 6, 2002, the Company acquired The Lakes on Post Oak (the "Property") in Houston, Texas for approximately $102 million. The Property is comprised of three office buildings adjacent to the Galleria Mall, which contain approximately 1.2 million square feet of rentable space. The funds required for this acquisition were drawn from a $77 million mortgage secured by the Property and from the Company's secured revolving credit facility. The Property was acquired from 4849 Greenville I, Ltd. and West Oak/Nissei Associates, unrelated third parties. The Company considered various factors in determining the price to be paid for this acquisition. Factors considered included the nature of the tenants and terms of leases in place, opportunities for alternative and new tenancies, historical and expected cash flows, occupancy rates, current operating costs on the Property and anticipated changes therein under Company ownership, the physical condition and location of the Property, the need for capital improvements, the anticipated effect on the Company's financial results, and other factors. The Company took into consideration capitalization rates at which it believed other comparable properties had recently sold. However, the Company determined the price it was willing to pay primarily on the factors discussed above relating to the Property itself and its fit into the Company's existing operations. No separate independent appraisal was obtained in connection with this acquisition. The Company, after investigation, is not aware of any material factors, other than those discussed above, that would cause the financial information reported not to be necessarily indicative of future operating results. The Company intends to lease office space in the Property to tenants as it does the other office buildings contained in its portfolio. The Property will be managed and leased by a third party management company. 1 Item 7. Financial Statements and Exhibits Listed below are the financial statements, pro forma financial information and exhibits, if any, filed as part of this report. (a) Financial Statements of Real Estate Acquired. Statement of Revenues and Certain Expenses of The Lakes on Post Oak for the year ended December 31, 2001. Unaudited Condensed Statement of Operations of The Lakes on Post Oak for the eleven months ended November 30, 2002. 2 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders of Koger Equity, Inc. Boca Raton, Florida: We have audited the accompanying statement of revenues and certain expenses of the property known as The Lakes on Post Oak (the "Property") for the year ended December 31, 2001. On December 6, 2002, the Property was acquired by Koger Post Oak Limited Partnership, a wholly owned subsidiary of Koger Equity, Inc. This financial statement is the responsibility of the Property's former management. Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of a Form 8-K/A of Koger Equity, Inc. dated December 6, 2002 as a result of the acquisition of the Property). Material amounts, described in Note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from future operations of the Property are excluded and the statement is not intended to be a complete presentation of the Property's revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Property for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Certified Public Accountants West Palm Beach, Florida February 7, 2003 3 THE LAKES ON POST OAK- HOUSTON, TEXAS STATEMENT OF REVENUES AND CERTAIN EXPENSES YEAR ENDED DECEMBER 31, 2001
REVENUES: Base rental income $ 17,189,224 Operating expense recovery 1,906,021 Parking, antennae, and other income 781,955 ------------------- Total revenues 19,877,200 ------------ CERTAIN EXPENSES: Property operating 6,007,319 Real estate and other taxes 3,088,900 Management costs and fees 1,028,193 ------------ Total certain expenses 10,124,412 ----------- REVENUES IN EXCESS OF CERTAIN EXPENSES $ 9,752,788 ============
See notes to statement of revenues and certain expenses. 4 THE LAKES ON POST OAK- HOUSTON, TEXAS NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES YEAR ENDED DECEMBER 31, 2001 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Lakes on Post Oak (the "Property"), three office buildings containing approximately 1.2 million square feet and located in Houston, Texas, was acquired by Koger Post Oak Limited Partnership, a wholly owned subsidiary of Koger Equity, Inc. (the "Company") on December 6, 2002. The statement of revenues and certain expenses includes information related to the operations of the Property for the year ended December 31, 2001 as recorded by the Property's previous owners, 4849 Greenville I, Ltd. and West Oak/Nissei Associates, subject to the adjustments described below. The accompanying historical financial statement information is presented in conformity with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the financial statement is not representative of the actual operations for the year ended December 31, 2001 as certain expenses, which may not be comparable to the expenses expected to be incurred in the future operations of the Property, have been excluded. Expenses excluded consist of interest, depreciation and amortization, and other costs not directly related to the future operations of the acquired property. Management's Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Rental Income - Rental income is recognized on a straight-line basis over the terms of the related leases. Property Operating Expenses - Property operating expenses consist primarily of utilities, insurance, repairs and maintenance, security and safety, cleaning, bad debts and other administrative expenses. Management Costs and Fees - The Property was managed by a third party manager for a property management fee of four percent of rental and other revenues plus reimbursement of personnel and other costs related to management of the properties. 5 THE LAKES ON POST OAK- HOUSTON, TEXAS NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES YEAR ENDED DECEMBER 31, 2001 2. OPERATING LEASES Operating revenue is principally obtained from business tenant rentals under operating leases. Future minimum rentals under all tenant operating leases as of December 31, 2001 are as follows:
Year ending December 31, Amount 2002 $ 17,044,769 2003 15,303,772 2004 12,103,976 2005 10,090,337 2006 9,065,322 Thereafter 21,367,625 ------------- Total $ 84,975,801 =============
For the year ended December 31, 2001, Bechtel Corporation contributed approximately 39% of the Property's base rental revenues. 6
THE LAKES ON POST OAK- HOUSTON, TEXAS UNAUDITED CONDENSED STATEMENT OF OPERATIONS ELEVEN MONTHS ENDED NOVEMBER 30, 2002 REVENUES: Base rental income $ 14,682,101 Operating expense recovery 944,318 Parking, antennae, and other income 749,962 ------------ Total operating revenues 16,376,381 ------------ EXPENSES: Property operating 4,754,227 Real estate and other taxes 2,763,648 Management costs and fees 449,032 Depreciation 3,274,644 General and administrative 896,312 ---------- Total operating expenses 12,137,863 ----------- NET OPERATING INCOME 4,238,518 OTHER INCOME AND EXPENSE: Interest income 69,529 Mortgage and loan interest (2,681,483) -------------- Total other income and expense (2,611,954) ------------ NET INCOME $ 1,626,564 ============
See notes to unaudited condensed statement of operations. 7 THE LAKES ON POST OAK- HOUSTON, TEXAS UNAUDITED CONDENSED STATEMENT OF OPERATIONS ELEVEN MONTHS ENDED NOVEMBER 30, 2002 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Lakes on Post Oak (the "Property"), three office buildings containing approximately 1.2 million square feet and located in Houston, Texas, was acquired by Koger Post Oak Limited Partnership, a wholly owned subsidiary of Koger Equity, Inc. (the "Company") on December 6, 2002. The unaudited condensed statement of operations includes information related to the operations of the Property for the eleven months ended November 30, 2002 as recorded by the Property's previous owners, 4849 Greenville I, Ltd. and West Oak/Nissei Associates, subject to the adjustments described below. Management's Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Rental Income - Rental income is recognized on a straight-line basis over the terms of the related leases. Depreciation - In the Property's historical financial statements, depreciation expense was not recognized for one of the buildings as of November 30, 2002. Therefore, the Company has increased the Property's historical depreciation expense by approximately $1.1 million. Property Operating Expenses - Property operating expenses consist primarily of utilities, insurance, repairs and maintenance, security and safety, cleaning, bad debts and other administrative expenses. Management Costs and Fees - The Property was managed by a third party manager for a property management fee of four percent of rental and other revenues plus reimbursement of personnel and other costs related to management of the properties. 8 (b) Pro Forma Financial Statements The following unaudited pro forma financial statements set forth (i) the pro forma balance sheet as of December 31, 2001, as if the acquisition occurred on December 31, 2001, and (ii) the pro forma statement of operations for the year ended December 31, 2001, as if the acquisition occurred on January 1, 2001. The pro forma financial statements are based upon assumptions contained in the notes thereto and should be read in conjunction with such notes. The following unaudited pro forma financial statements may not necessarily reflect the results of operations or financial position of the Company which would have actually resulted had the acquisition occurred as of the date and for the periods indicated, nor should they be taken as indicative of the future results of operations or the future financial position of the Company. Differences would result from various factors, including but not limited to changes in the Property's occupancy, rental rates and rental expenses, and changes in the interest rates assumed on the Company's secured revolving credit facility and the mortgage on the Property. 9
KOGER EQUITY, INC. UNAUDITED PRO FORMA BALANCE SHEET December 31, 2001 (In Thousands) Historical Pro Forma Pro Forma 12/31/2001 Adjustments 12/31/2001 ----------------- ----------------- ----------------- ASSETS Operating properties: Real estate $ 660,204 $ 103,065 (a) $ 763,269 Furniture and equipment 3,082 3,082 Accumulated depreciation (123,999) (123,999) ----------------- ----------------- ----------------- Operating properties - net 539,287 103,065 642,352 Undeveloped land held for investment 13,779 13,779 Undeveloped land held for sale, net 76 76 Cash and cash equivalents 113,370 (3,000) (a) 110,370 Restricted cash 13,340 (a) 13,340 Accounts receivable, net 11,574 11,574 Cost in excess of fair value of net assets acquired - net 595 595 Other assets 11,904 1,232 (a) 13,136 ----------------- ----------------- ----------------- TOTAL ASSETS $ 690,585 $ 114,637 $ 805,222 ================= ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Mortgages and loans payable $ 248,683 $ 110,873 (a) $ 359,556 Accounts payable 4,962 4,962 Accrued real estate taxes payable 1,007 1,007 Accrued liabilities - other 9,206 2,752 (a) 11,958 Dividends payable 44,159 44,159 Advance rents and security deposits 5,103 1,012 (a) 6,115 ----------------- ----------------- ----------------- Total Liabilities 313,120 114,637 427,757 ----------------- ----------------- ----------------- Minority interest 22,923 22,923 ----------------- ----------------- ----------------- Shareholders' Equity: Common stock 297 297 Capital in excess of par value 469,779 469,779 Notes receivable from stock sales (5,066) (5,066) Retained earnings 21,180 21,180 Treasury stock, at cost (131,648) (131,648) ----------------- ----------------- ----------------- Total Shareholders' Equity 354,542 354,542 ----------------- ----------------- ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 690,585 $ 114,637 $ 805,222 ================= ================= =================
See accompanying notes to unaudited pro forma financial statements. 10 KOGER EQUITY, INC. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the year ended December 31, 2001 (In Thousands except per Share Data)
Historical Pro Forma Pro Forma 2001 Adjustments 2001 ----------------- ----------------- ----------------- REVENUES Rental and other rental services $ 165,623 $ 19,877 (a) $ 185,500 Management fees 4,080 (b) 4,080 Interest 776 (30) 746 Income from Koger Realty Services, Inc. 81 81 ----------------- ----------------- ----------------- Total revenues 170,560 19,847 190,407 ----------------- ----------------- ----------------- EXPENSES Property operations 61,608 10,124 (a) 71,732 Depreciation and amortization 36,007 2,446 (c) 38,453 Mortgage and loan interest 25,204 7,099 (d) 32,303 General and administrative 8,412 8,412 Direct cost of management fees 3,378 3,378 Other 189 189 ----------------- ----------------- ----------------- Total expenses 134,798 19,669 154,467 ----------------- ----------------- ----------------- INCOME BEFORE GAIN ON SALE OF ASSETS, INCOME TAXES AND MINORITY INTEREST 35,762 178 35,940 Gain on sale of assets 39,189 39,189 ----------------- ----------------- ----------------- INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 74,951 178 75,129 Income tax provision 684 55 (e) 739 ----------------- ----------------- ----------------- INCOME BEFORE MINORITY INTEREST 74,267 123 74,390 Minority interest 1,044 1,044 ----------------- ----------------- ----------------- NET INCOME $ 73,223 123 $ 73,346 ================= ================= ================= EARNINGS PER COMMON SHARE: Basic $ 2.76 $ 2.77 ================= ================= Diluted $ 2.75 $ 2.76 ================= ================= WEIGHTED AVERAGE COMMON SHARES: Basic 26,517 26,517 ================= ================= Diluted 26,610 26,610 ================= =================
See accompanying notes to unaudited pro forma financial statements. 11 KOGER EQUITY, INC. NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS 1. Basis of Presentation On December 6, 2002, Koger Post Oak Limited Partnership, a wholly-owned subsidiary of Koger Equity, Inc. (the "Company"), acquired The Lakes on Post Oak (the "Property"), three office buildings containing approximately 1.2 million square feet and located in Houston, Texas. This acquisition was funded with the Company's existing cash reserves, a $77.0 million mortgage secured by the Property (a portion of which was set aside by the lender as restricted cash to fund future capital improvements and leasing costs), and $33.9 million from the Company's secured revolving credit facility. The Company intends to lease office space in the Property to tenants as it does the other office buildings contained in its portfolio. The Property will be managed and leased by a third party management company. 2. Unaudited Pro Forma Balance Sheet The unaudited pro forma balance sheet as of December 31, 2001 is based on the historical balance sheet for the Company presented in the Annual Report on Form 10-K for the year ended December 31, 2001. The unaudited pro forma balance sheet includes adjustments assuming this acquisition occurred as of December 31, 2001. Significant pro forma adjustments in the unaudited pro forma balance sheet include the following: (a) The Company purchased the Property, located in Houston, Texas, for $102 million plus acquisition costs. This acquisition was funded with the Company's existing cash reserves, a $77.0 million mortgage secured by the Property (a portion of which was set aside by the lender as restricted cash to fund future capital improvements and leasing costs), and $33.9 million from the Company's secured revolving credit facility. The Company intends to make capital improvements of approximately $6.9 million and $5.8 million to the Property during the year ended December 31, 2003 and thereafter, respectively. These expenditures will be funded from the Company's restricted cash balances as necessary based upon leasing activity at the Property. 12 KOGER EQUITY, INC. NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (continued) 3. Unaudited Pro Forma Statement of Operations The unaudited pro forma statement of operations for the year ended December 31, 2001 is based on the historical statement of operations for the Company presented in the Annual Report on Form 10-K for the year ended December 31, 2001. The unaudited pro forma statement of operations includes adjustments assuming that the acquisition of the Property occurred as of January 1, 2001. Significant pro forma adjustments in the unaudited pro forma statement of operations include the following: (a) Adjustment required for the historical rental revenues and operating expenses for the Property. Operating expenses include management costs and fees calculated using the historical management costs of the Property. The Property was managed by a third party manager for a property management fee of four percent of rental and other revenues plus reimbursement of personnel and other costs related to management of the properties. The Company has engaged a third-party manager to operate the Property at a management fee rate of 1.35 percent of total rental and other revenues of the Property. Approximately 30% of the Property's rentable office space was vacant at the time of the Company's acquisition of the Property. The Company expects to lease substantially all of this vacant space over the next three years. (b) Adjustment required to reflect forfeited interest income on cash paid for the Property of approximately $3.0 million. The estimated average interest rate used to calculate this adjustment was 1.0 percent. (c) Adjustment required to reflect depreciation on the Property, based on the total cost of the acquisition. The Company uses the straight-line method for depreciation and amortization using an estimated life of 39 years for the Property. (d) Adjustment required to reflect interest expense related to the amounts drawn on the Property's mortgage ($77.0 million) and the Company's secured revolving credit facility ($33.9 million) to fund the acquisition of the Property. The estimated average interest rate on the Property's mortgage and the Company's secured revolving credit facility were 6.8 percent and 5.5 percent, respectively. (e) Adjustment required to reflect applicable federal income and state franchise taxes on the Property's taxable income. The Property's taxable income has been reduced by ninety percent for dividends paid to the Company's shareholders. 13 KOGER EQUITY, INC. UNAUDITED STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS AND ESTIMATED CASH TO BE MADE AVAILABLE BY OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001 (In Thousands)
Revenues Rental and other rental services $183,901 Management fees 4,080 Interest 746 ------------ Total revenues 188,727 --------- Expenses Property operations 72,029 Depreciation and amortization 29,979 Mortgage and loan interest 32,303 General and administrative 8,621 Direct cost of management fees 3,378 Other 189 Compensation - exercise of stock options 365 ------------ Total expenses 146,864 --------- Estimated Taxable Operating Income 41,863 Add Back: Depreciation and Amortization 29,979 ---------- Estimated Cash To Be Made Available By Operations $ 71,842 =========
Note 1: This statement of estimated taxable operating results and estimated cash to be made available by operations is an estimate of operating results of the Company for the twelve month period ended December 31, 2001 assuming that the acquisition of the Lakes on Post Oak occurred on the first day of the twelve month period. However, this statement does not purport to reflect actual taxable results for any period. Note 2: Tax depreciation was determined based upon the actual tax depreciation for the Company's existing portfolio and based upon the assumption that the acquisition of the Lakes on Post Oak occurred on the first day of the twelve month period. 14 (c) Exhibits EXHIBIT INDEX The following designated exhibits are filed herewith:
Exhibit Number Description of Exhibit 10(a) Koger Post Oak Partnership Limited Partnership Agreement, dated December 2, 2002, Between Koger Post Oak, Inc. and Koger Equity, Inc. (the "Company"). 10(b) Loan Agreement dated as of December 6, 2002 Between Koger Post Oak Limited Partnership, as Borrower, (the "Partnership") and Column Financial, Inc., as Lender (the "Lender"). 10(c) Deed of Trust and Security Agreement, dated as of December 6, 2002, given by the Partnership to David Parnell, as Trustee for the benefit of the Lender. 10(d) Promissory Note, dated December 6, 2002, issued by the Partnership payable to the Lender, in the principal amount of $77,000,000. 10(e) Assignment of Leases and Rents dated as of December 6, 2002, given by the Partnership to the Lender. 10(f) Guaranty Agreement, dated December 6, 2002, executed by the Company for the benefit of the Lender. 10(g) Assignment of Management Agreement and Subordination of Management Fees, dated as of December 6, 2002, given by the Partnership to Lender and consented and agreed to by Cottonwood Partners Management Ltd. (the "Manager"). 10(h) Assignment of Management Agreement and Subordination of Management Fees, dated as of December 6, 2002, given by the Partnership to Lender and consented and agreed to by Hines Interests Limited Partnership (the "Manager"). 10(i) Collateral Assignment of Interest Rate Protection Agreement, dated as of December 6, 2002, by the Partnership in favor of the Lender. 10(j) Deposit Account Agreement, dated as of December 6, 2002, by and among the Partnership and the Lender.
15
10(k) Environmental Indemnity Agreement, dated as of December 6, 2002, by the Partnership in favor of the Lender. 23 Consent of Deloitte and Touche LLP. 99 Koger Equity, Inc. News Release dated December 10, 2002 which is Exhibit 99 to the Company's current report on Form 8-K dated December 10, 2002 which Exhibit is incorporated herein by reference.
16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KOGER EQUITY, INC. Dated: April 14, 2003 By: /s/ STEVEN A. ABNEY ---------------------------- Steven A. Abney Title: Vice President, Finance 17 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55179 of Koger Equity, Inc. on Form S-3, Registration Statement No. 33-54617 of Koger Equity , Inc. on Form S-8, Registration Statement No. 333-20975 of Koger Equity, Inc. on Form S-3, Registration Statement No. 333-23429 of Koger Equity, Inc. on Form S-8, Registration Statement No. 333-37919 of Koger Equity, Inc. on Form S-3, Registration Statement No. 333-33388 of Koger Equity, Inc. on Form S-8 and Registration Statement No. 333-38712 of Koger Equity, Inc. on Form S-8 of our report dated February 7, 2003, on the statement of revenues and certain expenses of The Lakes on Post Oak for the year ended December 31, 2001 appearing in this Current Report on Form 8-K/A-2 of Koger Equity, Inc., dated December 6, 2002. DELOITTE & TOUCHE LLP West Palm Beach, Florida April 14, 2003 18 -----END PRIVACY-ENHANCED MESSAGE-----